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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) December 13, 1996
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JG Industries, Inc.
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(Exact name of registrant as specified in its charter)
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Illinois 1-258 36-1141010
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
Incorporation)
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5630 West Belmont Avenue, Chicago, Illinois 60634
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (773) 481-5410
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N/A
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
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On December 13, 1996, JG Industries, Inc. (the "Company"), pursuant to the
terms of a certain Stock Purchase Agreement (the "Jupiter Purchase Agreement"),
by and among Jupiter Industries, Inc. ("Jupiter") and the Company, purchased
from Jupiter, (i) 3,879,773 shares of the Company's Common Stock, and (ii) 445
shares of the Company's Series A Preferred Stock, for an aggregate purchase
price of $5,510,864, of which $2,500,108 was paid in cash, $1,264,858 was paid
by offset against liabilities of Jupiter to the Company, and $1,745,898 was paid
by delivery of a promissory note.
Prior to consummation of the transactions contemplated by the Jupiter
Purchase Agreement, Jupiter was the Company's largest stockholder, holding
3,897,773 shares of the Company's Common Stock (approximately 55.2% of the
issued and outstanding Common Stock) and all of the Company's issued and
outstanding Series A Preferred Stock.
The Jupiter Purchase Agreement and the transactions contemplated thereby
are described in the Company's definitive proxy statement for the Company's
December 12, 1996 annual meeting, and a copy of the Jupiter Purchase Agreement
is attached as Exhibit B to such proxy statement. The description above
incorporates by reference such proxy statement and exhibit.
Item 5. Other Events
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On December 13, 1996, the Company, pursuant to the terms of a certain
Series B Convertible Preferred Stock Purchase Agreement (the "Series B Preferred
Stock Purchase Agreement"), by and among William Hellman, Philip Rootberg and
Sheldon Harris (collectively, the "Purchasers") and the Company, issued and sold
to the Purchasers, through a private placement, 1,500 shares of Series B
Convertible Preferred Stock of the Company, no par value per share (the "Series
B Preferred Shares"), for an aggregate purchase price of $1,500,000.
Mr. Hellman is a director of the Company, Chairman of the Board of
Directors and Chief Executive Officer of the Company, and President of
Goldblatt's Department Stores, Inc. ("Goldblatt's"), Mr. Rootberg is a director
of the Company and Vice President of the Company, and Mr. Harris is a director
of the Company and a former employee of Goldblatt's. After giving effect to the
transactions contemplated in the Jupiter Purchase Agreement described in Item 1
above and the transactions contemplated in the Series B Preferred Stock Purchase
Agreement, Messrs. Hellman, Rootberg and Harris control approximately 45.7% of
the Company's voting securities.
The holders of Series B Preferred Shares are entitled to vote with the
holders of Common Stock on all matters submitted to a vote of the Company's
shareholders as a single class, with each Series B Preferred Share having the
number of votes equal to the number of shares of Common Stock into which one
share of Series B Preferred Stock may be converted. Currently, each share of
Series B Preferred Stock is entitled to 1,333.33 votes.
The holders of Series B Preferred Shares may convert all or any portion of
such shares into the number of shares of the Company's Common Stock computed by
dividing (i) the product of (A) the number of Series B Preferred Shares to be
converted, times (B) 1,000, by (ii)
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the conversion price. The current conversion price is $0.75. Accordingly, each
Series B Share is presently convertible into 1,333.33 shares of Common Stock.
Dividends upon each Series B Preferred Share accrue daily at a rate equal
to 9% per annum.
The Series B Preferred Stock Purchase Agreement, the transactions
contemplated thereby, and the Series B Preferred Shares are described in the
Company's definitive proxy statement for the Company's December 12, 1996 annual
meeting. A copy of the Series B Preferred Stock Purchase Agreement is attached
as Exhibit A to the proxy statement, and a copy of the Statement of Resolution
Establishing Series Relating To The Series B Convertible Preferred Stock, With
No Par Value Per Share, of JG Industries, Inc. is attached to such proxy
statement as Exhibit A to Series B Preferred Stock Purchase Agreement. The
description above incorporates by reference such proxy statement and exhibits.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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1. Stock Purchase Agreement, dated December 13, 1996, by and among
Jupiter Industries, Inc. ("Jupiter") and the Registrant. (Incorporated
by reference from the Registrant's definitive proxy statement filed
with the Securities and Exchange Commission on November 22, 1996.)
2. Series B Convertible Preferred Stock Purchase Agreement, dated
December 13, 1996, by and among William Hellman, Philip Rootberg and
Sheldon Harris and the Registrant. (Incorporated by reference from the
Registrant's definitive proxy statement filed with the Securities and
Exchange Commission on November 22, 1996.)
3. Statement of Resolution Establishing Series Relating To The Series B
Convertible Preferred Stock, With No Par Value Per Share, of JG
Industries, Inc., filed with the office of the Secretary of State of
the State of Illinois on December 13, 1996. (Incorporated by reference
from the Registrant's definitive proxy statement filed with the
Securities and Exchange Commission on November 22, 1996.)
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
JG INDUSTRIES, INC.
/s/ Clarence Farrar
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Clarence Farrar
President
Dated: December 27, 1996
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